Terms and Conditions of Supply

1. Non-conformity.

In the event of a disagreement between the Parties on whether or not a batch of the Product is defective, the Parties shall appoint an independent laboratory of good standing to decide whether or not the batch is defective. The Parties undertake to abide by the ruling of this independent laboratory, whereby the Party whose claim is rejected shall cover the costs of the review.

2. Governing Law and Jurisdiction.

The Agreement shall be governed by Spanish law. In the event a dispute arises in relation to this Agreement, the Parties agree to seek an amicable agreement. Should it genuinely not be possible to reach such an agreement, the Parties herewith agree that any dispute should be exclusively referred to the competent court City of Barcelona, Spain.

3. Confidentiality.

The Parties agree to keep confidential and not publish or otherwise disclose to third parties nor use for any purpose other than as allowed by this Agreement, any confidential information exchanged, regardless of whether it has been conveyed before, in the context of preliminary negotiations, during or after the date of this Agreement.

4. Compliance with Ferrer’s Ethical Code for third parties.

a. FERRER is committed to make a positive impact on society and the environment and expects any third party that FERRER collaborates with to commit to the principles of integrity, sustainable development and to aim for the highest standards of our industry with respect to environment, quality, health and safety, as well as human rights and equality.

b. In this sense, BUYER undertakes to read and comply, at any time, with the values and principles included in the “Ethical Code for Third Parties”, provided by FERRER and also available in the following link [Ethical Code for Third Parties_0.pdf (ferrer.com)], and to be able to represent and warrant that the information provided to FERRER regarding compliance with the commitments thereby included is accurate and complete.

c. BUYER also accepts FERRER’s right to monitor its activity and/or to audit documents, records and/or any facilities, directly or through an independent expert, to evidence compliance with the provisions included in such Code.

d. The breach of the provisions of the “Ethical Code for Third Parties”, delay, opposition or negative for the performance of any of the above, will be considered a serious breach of its obligations and it may result in appropriate action, including termination of this Agreement.

5. Anti-Corruption Undertaking.

BUYER shall comply with, and will not cause any of its Affiliates, associates, directors, officers, shareholders, employees, representatives, sub-contractors, sub-licensees or agents worldwide to be in violation of any applicable anti-corruption laws, rules and regulations, including but not limited to the United States Foreign Corrupt Practices Act (the “FCPA”) or the UK Bribery Act 2010, if the case may be. Without limiting the foregoing, ICROM will not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official, in order to obtain or retain business or to secure any commercial or financial advantage for FERRER, or for itself or any of its Affiliates.

BUYER undertakes not to bribe Government Officials or any companies or individuals. “Bribes” having the following definition: offering, promising, or giving a financial or other advantage to another person where it is intended to bring about the improper performance of a relevant function or activity, or to reward such improper performance; acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity. “Improper Performance” meaning a breach of expectations that a person will act in good faith, impartially, or in accordance with a position of trust. BUYER must also (1) make and keep books, records and accounts, which, in reasonable detail, accurately and properly reflect the transactions and dispositions of assets of BUYER, and (2) devise and maintain a system of internal accounting controls; and (3) at any time FERRER so requests in writing, but no more than once a year, grant to FERRER reasonable access to said books, records, systems and accounts to verify compliance with the provisions of this Section. Such audit shall be undertaken by an independent auditor and/or accounting firm appointed by FERRER and about whom BUYER does not express an opposition based on reasonable grounds. For the avoidance of doubt, this annual audit shall not apply to for-cause audits, which may be conducted at any time.

ETHICS AND COMPLIANCE REPORTING SYSTEM

In the event of knowing or having suspicions of any breach of FERRER’s Ethical Code or any misconduct related to bribery and corruption that may affect FERRER or the Products, BUYER agree to report it to FERRER and cooperate with FERRER to investigate and resolve any potential breach. For these purposes, BUYER shall use the channel provided by FERRER:

ethicalchannel@ferrer.com

The confidentiality of the persons involved in the investigation as well as the contents of the process will always be guaranteed

6. Insurance.

Each Party shall assume all risks associated with its, any of its Associates’ and/or, the case of the Licensee, any other Licensee Representative’s acts and omissions under or otherwise in connection with this Agreement, including in relation to any breach of its covenants, representations and warranties and/or its negligence or wilful misconduct. Each Party will maintain liability insurance covering its respective risks, with reputable and financially secure insurance carriers or a program of self-insurance as are appropriate and in accordance with applicable legal requirements, sound business practice and its respective direct and contingent obligations under this Agreement. If requested, a Party shall deliver to the other Party appropriate evidence that such liabilities are adequately covered.

7. Assignment of the Agreement.

The BUYER may not assign any of its rights or obligations arising from this Agreement to third parties or its subsidiaries, whether in full or in part, without FERRER’s express written consent. FERRER shall be free to assign its rights and obligations arising from this Agreement to any subsidiary company or any third party.

8. Force Majeure.

The Parties shall not be liable in the event of force majeure. Thus, should the performance of any obligation herein be prevented or disrupted due to events such as a strike, lockout, war, civil disorder, blockade, embargo, explosion, natural disaster, epidemic or pandemic or any other cause beyond the reasonable foresight or control of the Party in breach (whether or not of the same nature as the foregoing), that Party shall be released from its contractual performance for as long as the event continues to prevent or disrupt performance, provided that the Party that puts forward such an excuse has duly notified the other Party of such grounds as soon as it became aware of them and no later than 15 calendar days thereafter, and that it does everything in its power to perform its contractual obligations to the extent possible.

Should a force majeure event affect the performance of this Agreement for six (6) consecutive months or more, either of the Parties may immediately terminate this Agreement by notifying the other Party thirty (30) days in advance without being subject to any indemnity whatsoever.

9. Non-waiver.

No delay or failure by either of the Parties herein to exercise any right to which it is entitled shall mean it has waived it.

10. Data Protection.

The legal representatives of either Party acknowledge being informed that all personal data reflected in this Agreement, as well as those generated during the term of the Agreement shall be processed by either Party whose registered address is detailed above to manage the contractual relationship.

The data will be kept while the contractual relationship stipulated herein is in force, being processed only by the Parties and those third parties to whom they are legally or contractually obliged to communicate them and, thereafter, they will be kept blocked for the time necessary to deal with possible legal and/or administrative actions that may arise from their actions.

The legal representative of ether Party may exercise their rights of access, rectification, erasure, objection, restriction of processing, portability of data, as well as to submit any queries or suggestions in respect of the processing of personal data by writing using any of the following means:

By email to lopd@ferrer.com
By post addressed to FERRER or to the BUYER respectively

The email of the Data Protection Officer of FERRER is dpo@ferrer.com. BUYER shall notify FERRER its DPO contact data, where applicable (i.e. Article 37 GDPR).

The legal representative of BUYER or FERRER are entitled to submit complaints with regards to Data protection to the Competent Data Protection Authority.